Elife Holdings Limited — Proxy Solicitation & Information Statement 2019

Aug 26, 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Elife Holdings Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s), or to the bank, licensed securities dealer or other agent through whom the sale or the transfer was effected for transmission to the purchaser(s) or the transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

This circular is for information purpose only and does not constitute an invitation or offer to acquire, purchase, or subscribe for securities.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 223)

(1) PROPOSED GRANT OF GENERAL MANDATES TO REPURCHASE SHARES AND ISSUES SHARES; (2) RE-ELECTION OF DIRECTORS; AND (3) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Elife Holdings Limited for the year ended 31 March 2019 to be held at Unit 806, Level 8, Core D, Cyberport 3, 100 Cyberport Road, Hong Kong, on Wednesday, 25 September 2019 at 11:00 a.m. is set out on pages 17 to 20 of this circular.

A form of proxy for use at the annual general meeting is enclosed with this circular and is also published on the website of The Stock Exchange of Hong Kong Limited. Whether or not you are able to attend the annual general meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as practicable to the Company’s share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong and in any event no later than 48 hours before the time appointed for holding the annual general meeting or any adjourned meeting. Completion and delivery of a form of proxy will not preclude you from attending and voting at the relevant annual general meeting or any adjourned meeting thereof should you so wish.

26 August 2019

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
General Mandate to Issue Shares and Extension of the General Mandate . . . . . . . . . . . . . . . 4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Appendix I – Explanatory Statement on Repurchase Mandate. . . . . . . . . . . . . . . . . . . . . . . . . . 8
Appendix II – Details of the Directors to be Re-elected. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Notice of AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“2018 AGM”	the annual general meeting of the Company for the year ended 31 March
	2018 held on 27 September 2018;
“AGM”	the annual general meeting of the Company for the year ended 31 March
	2019 to be held at Unit 806, Level 8, Core D, Cyberport 3, 100
	Cyberport Road, Hong Kong, on Wednesday, 25 September 2019 at
	11:00 a.m., or any adjournment thereof, to consider and, if thought fit,
	approve, among other things, the granting of the Issue Mandate and the
	Repurchase Mandate to the Directors and the re-election of Directors;
“AGM Notice”	the notice of the AGM which is set out on pages 17 to 20 of this
	circular;
“Articles of Association”	the articles of association of the Company;
“Board”	the board of Directors;
“Company”	Elife Holdings Limited, a company incorporated in the Cayman Islands
	with limited liability and the shares of which are listed on the Main
	Board of the Stock Exchange (Stock code: 223);
“Director(s)”	the director(s) of the Company;
“Group”	the Company and its subsidiaries;
“HK$”	Hong Kong dollar(s), the lawful currency of Hong Kong;
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC;
“Issue Mandate”	a general mandate proposed to be granted to the Directors to allot, issue
	and otherwise deal with additional Shares with a nominal amount not
	exceeding 20% of the total number of issued Shares as at the date of the
	AGM, as described in the ordinary resolution no. 4(a) in the AGM
	Notice;
“Latest Practicable Date”	23 August 2019, being the latest practicable date prior to the printing of
	this circular for ascertaining certain information contained herein;
“Listing Committee”	the Listing Committee of the Stock Exchange;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange;

1

DEFINITIONS

“Nomination Committee”	the nomination committee of the Board;
“PRC”	the People’s Republic of China;
“Repurchase Mandate”	a general mandate proposed to be granted to the Directors to empower
	the Directors to exercise the powers of the Company to repurchase the
	Shares with a nominal amount not exceeding 10% of the total number of
	issued Shares as at the date of the AGM, as described in the ordinary
	resolution no. 4(b) in the AGM Notice;
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
	Kong);
“Share(s)”	ordinary shares of HK$0.02 par value each in the share capital of the
	Company;
“Share Consolidation”	the consolidation of every two (2) issued and unissued shares of
	HK$0.01 each in the share capital of the Company into one (1)
	consolidated share of HK$0.02 each in the share capital of the Company
	on 8 January 2019;
“Shareholder(s)”	holders of the Shares;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers, as amended,
	supplemented or otherwise modified from time to time; and
“%”	per cent.

2

LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 223)

Executive Directors:

Mr. Zhang Xiaobin (Chairman) Mr. Gao Feng (Vice Chairman) Mr. Chiu Sui Keung (Chief Executive Officer) Mr. Sun Qiang (Chief Technology Officer)

Non-executive Directors:

Mr. Zhang Yichun (Vice Chairman) Ms. Xu Ying

Independent non-executive Directors:

Mr. Cheng Wing Keung, Raymond Mr. Lam Williamson Mr. Wong Hoi Kuen

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong: Unit 806, Level 8, Core D, Cyberport 3, 100 Cyberport Road, Hong Kong

Dr. Lam Lee G

26 August 2019

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED GRANT OF GENERAL MANDATES TO REPURCHASE SHARES AND ISSUES SHARES; (2) RE-ELECTION OF DIRECTORS; AND (3) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with information reasonably necessary to enable the Shareholders to consider, and if thought fit, approve, among other things, the following resolutions to be proposed at the AGM:

• (1) the granting of the Repurchase Mandate to the Directors for repurchase of the Shares by the Company;

• (2) the granting of the Issue Mandate to the Directors to allot, issue and otherwise deal with additional Shares;

3

LETTER FROM THE BOARD

• (3) the granting of an extension to the Issue Mandate to include the Shares repurchased under the Repurchase Mandate, if any; and

• (4) the re-election of the retiring Directors.

GENERAL MANDATE TO REPURCHASE SHARES

Pursuant to the ordinary resolution passed by the Shareholders at the 2018 AGM, a general mandate was granted to the Directors to exercise the powers of the Company to repurchase up to a maximum of 557,553,540 shares of HK$0.01 each in the share capital of the Company (being 278,776,770 Shares after the Share Consolidation). Such mandate will lapse at the conclusion of the AGM. Therefore, an ordinary resolution will be proposed at the AGM for the Shareholders to consider and, if thought fit, grant the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase the Shares up to a maximum of 10% of the total number of issued Shares as at the date of passing of such resolution. Details of the Repurchase Mandate are set out in the ordinary resolution no. 4(b) in the AGM Notice.

As at the Latest Practicable Date, the Company had 2,912,776,542 issued Shares. Assuming that there is no change in the number of issued Shares during the period between the Latest Practicable Date and the date of passing of the resolution approving the Repurchase Mandate, the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate as at the date of passing of the resolution approving the Repurchase Mandate will be 291,277,654 Shares.

An explanatory statement, as required under the Listing Rules to provide the requisite information in connection with the Repurchase Mandate, is set out in Appendix I to this circular. The Repurchase Mandate will continue in force until the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required to be convened under the Articles of Association or any applicable law(s); or (iii) the date on which the authority given under the ordinary resolution approving the Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders.

GENERAL MANDATE TO ISSUE SHARES AND EXTENSION OF THE GENERAL MANDATE

Pursuant to the ordinary resolution passed by the Shareholders at the 2018 AGM, a general mandate was granted to the Directors to allot, issue and deal with up to 1,115,107,080 shares of HK$0.01 each in the share capital of the Company (being 557,553,540 Shares after the Share Consolidation), being 20% of the total number of issued shares of the Company as at the date of the 2018 AGM. On 10 May 2019, and under the authority granted to the Directors under the general mandate, the Company completed the allotment and issue of 125,008,842 loan capitalisation Shares at the issue price of HK$0.188 each. Such mandate will lapse at the conclusion of the AGM. Therefore, two ordinary resolutions will be proposed at the AGM for the Shareholders to consider and, if thought fit, grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares not exceeding 20% of the total number of issued Shares as at the date of passing of such resolution at the AGM, and an extension of the Issue Mandate by adding to it the number of Shares repurchased by the Company under the Repurchase Mandate. Details of the Issue Mandate and its extension are set out in the ordinary resolution nos. 4(a) and 4(c), respectively, in the AGM Notice.

4

LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company had 2,912,776,542 issued Shares. Assuming that there is no change in the number of issued Shares during the period between the Latest Practicable Date and the date of passing of the resolution approving the Issue Mandate, the maximum number of Shares which may be allotted and issued pursuant to the Issue Mandate as at the date of passing of the resolution approving the Issue Mandate will be 582,555,308 Shares. As at the Latest Practicable Date, the Company did not have any plan for fund raising and to utilise the Issue Mandate immediately after the approval of the granting of the Issue Mandate at the AGM.

The Issue Mandate and its extension will continue in force until the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required to be convened under the Articles of Association or any applicable law(s); or (iii) the date on which the authority given under the ordinary resolution approving the Issue Mandate and its extension is revoked or varied by an ordinary resolution of the Shareholders.

RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board comprised ten Directors, of which Mr. Zhang Xiaobin, Mr. Gao Feng, Mr. Chiu Sui Keung and Mr. Sun Qiang are executive Directors, Mr. Zhang Yichun and Ms. Xu Ying are non-executive Directors and Mr. Cheng Wing Keung Raymond, Mr. Lam Williamson, Mr. Wong Hoi Kuen and Dr. Lam Lee G. are independent non-executive Directors.

Pursuant to Article 87(1) of the Articles of Association, at every annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years.

In accordance with Article 87(1) and (2) of the Articles of Association, Mr. Zhang Yichun, Ms. Xu Ying, Mr. Lam Williamson and Mr. Wong Hoi Kuen will also retire from office at the AGM by rotation and being eligible, offer themselves for re-election at the AGM.

Each of Mr. Lam Williamson and Mr. Wong Hoi Kuen has provided an annual confirmation of independence to the Company pursuant to Rule 3.13 of the Listing Rules. The Board considers that both Mr. Lam Williamson and Mr. Wong Hoi Kuen satisfy the independence guidelines set out in the said rule.

5

LETTER FROM THE BOARD

Particulars of the Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

At the AGM, resolution nos. 2(a) to 2(e) will be proposed for the Company to approve the re-election of Directors.

AGM

The notice convening the AGM is set out on pages 17 to 20 of this circular.

A form of proxy for use at the AGM is enclosed with this circular and is also published on the websites of the Stock Exchange and the Company. Whether or not you intend to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company’s share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting of the Company must be taken by way of poll. Accordingly, the resolutions to be considered and, if thought fit, approved at the AGM will be voted by way of a poll by the Shareholders.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATIONS

The Directors consider that the proposed granting of the Repurchase Mandate and the Issue Mandate (and the extension thereto) and the proposed re-election of the retiring Directors are all in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders vote in favour of all the relevant resolutions to be proposed at the AGM.

6

LETTER FROM THE BOARD

GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

By Order of the Board Elife Holdings Limited Chow Chi Fai Company Secretary

7

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX I

This Appendix I serves as an explanatory statement, as required by Rule 10.06(1)(b) of the Listing Rules, to provide the requisite information to you to enable you to make an informed decision as to whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the proposed granting of the Repurchase Mandate.

PROVISIONS OF THE LISTING RULES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions, the most important of which are summarised below.

SHARE CAPITAL

As at the Latest Practicable Date, the Company issued 2,912,776,542 Shares. Subject to the passing of the resolution approving the granting of the proposed Repurchase Mandate at the AGM and on the basis that no further Shares are issued or repurchased during the period between the Latest Practicable Date and the date of passing of the resolution approving the Repurchase Mandate at the AGM, the Directors will be authorised to repurchase a maximum of 291,277,654 Shares pursuant to the Repurchase Mandate, representing 10% of the total number of issued Shares as at the date of passing of such resolution.

REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to seek the Repurchase Mandate from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders. The timing of such repurchases, the number of Shares to be repurchased, the repurchase price and other terms upon which the Shares are repurchased will be decided by the Directors at the relevant time having regard to the prevailing circumstances.

FUNDING OF REPURCHASES

Repurchases of Shares will be financed out of funds legally available for the purpose and in accordance with the Articles of Association, the applicable laws of the Cayman Islands and the Listing Rules. The Company may not repurchase the Shares for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

8

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX I

IMPACT OF REPURCHASES

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors consider that if the Repurchase Mandate were to be exercised in full at the current prevailing market value, it might have a material adverse impact on the working capital and the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 March 2019, being the date to which the latest published audited consolidated financial statements of the Company were made up. However, the Directors do not propose to exercise the Repurchase Mandate to repurchase Shares to such an extent as would, in the circumstances, result in a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the memorandum of association of the Company, the Articles of Association and the applicable laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) currently intends to sell the Shares to the Company or its subsidiaries in the event that the Repurchase Mandate is approved by the Shareholders.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he or she or it has a present intention to sell his or her or its Shares to the Company, nor has he or she or it undertaken not to do so, in the event that the Company is authorised to make purchases of the Shares.

9

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX I

SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the previous twelve months prior to the Latest Practicable Date were as follows:

	Share Prices (per Share)	Share Prices (per Share)
Month	Highest	Lowest
	HK$	HK$
2018
August	0.23*	0.17*
September	0.224*	0.19*
October	0.228*	0.166*
November	0.218*	0.162*
December	0.18*	0.132*
2019
January	0.15*	0.09
February	0.1	0.07
March	0.103	0.07
April	0.24	0.075
May	0.198	0.151
June	0.18	0.13
July	0.155	0.116
August_(up to the Latest Practicable Date)_	0.435	0.11

• The highest and lowest Share prices have been adjusted to reflect the impact of Share Consolidation.

10

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX I

EFFECTS OF TAKEOVERS CODE

If, as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the interest of the Shareholder(s), could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the Shareholders who were interested in 5% or more of the total number of issued Shares, according to the register of interests required to be kept by the Company under Section 336 of the SFO, were as follows:

			Shareholding in
			the event the
		Shareholding as	Repurchase
	Number of Shares	at the Latest	Mandate is
Name of Shareholder	beneficially held	Practicable Date	exercised in full
Liu Qiuhua	358,817,000	12.32%	13.69%

As at the Latest Practicable Date, no Shareholder or Director holds 30% or more of the issued Shares of the Company, and the Directors are not aware of the consequences of such increases or as a result of repurchase of Shares that would result in any Shareholder or group of Shareholders acting in concert, Director, or other person holding 30% or more of the issued Shares of the Company and becoming obliged to make a mandatory offer under the Takeovers Code.

The Directors have no present intention to exercise the Repurchase Mandate to such extent which would otherwise result in takeover obligations or the number of Shares being held by the public falling below the minimum requirement as prescribed by the Stock Exchange, which is currently 25% of the total number of issued Shares.

SHARE REPURCHASES MADE BY THE COMPANY

Neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company’s shares during the six months preceding the Latest Practicable Date.

11

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

The following sets out the details of the Directors who will retire and, being eligible, offer themselves for re-election at the AGM pursuant to the Articles of Association:

BIOGRAPHICAL INFORMATION

Non-executive Directors

Mr. Zhang Yichun , aged 46, was appointed as the vice chairman and a non-executive Director on 17 October 2016. Mr. Zhang is the founder and chairman of Zhongshang Huimin (Beijing) E-Commerce Co. Ltd. (中商惠民（北京）電子商務有限公司) (“Huimin”). He has over 20 years of experience in telecommunications and IT sectors and has strong technical background, business resources and network.

He holds a Master Degree in Project Management from Université du Québec à Chicoutimi. Before founding Huimin in May 2013, Mr. Zhang served as engineer, department head, secretary-general, general manager, chairman and other positions of various companies in telecommunications and IT sectors.

As at the Latest Practicable Date, there is no service agreement between the Company and Mr. Zhang in respect of his appointment.

Save as disclosed above, Mr. Zhang did not hold any position with the Company or any other member of Group, nor any directorships in listed public companies in the last three years. Mr. Zhang is not related to any Director, senior management or substantial or controlling shareholder of the Company. As at the Latest Practicable Date, Mr. Zhang was beneficially interested in 1,000,000 Shares and 22,500,000 Share Options, representing 0.03% and 0.77%, respectively, of the issued share capital of the Company. Save as disclosed above, Mr. Zhang did not have any interests or short positions in any Shares, underlying Shares or debentures of the Company and its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as at the Latest Practicable Date.

Ms. Xu Ying , aged 65, was appointed as a non-executive Director on 16 December 2016. Ms. Xu has over 30 years’ experience in the securities industry. She was the general manager and then the chairperson of the board of directors of Great Wall Securities Company Limited (長城證券有限責任公 司) between 1995 and 2003. Ms. Xu was the chairperson of the board of directors of Invesco Great Wall Fund Management Co. Ltd. (景順長城基金管理有限公司) and a director of the Securities Association of China (中國證券業協會) from 2003 to December 2009. She was the vice chairperson and an executive director of New China Asset Management Corporation Limited (新華資產管理股份有限公司) from 2010 to December 2016.

Ms. Xu graduated from Beijing College of Finance and Commerce (北京財貿學院) (now known as Capital University of Economics and Business (首都經濟貿易大學)) in 1982 and received her bachelor degree in economics. She was a lecturer of the same college where she graduated during the period between 1982 and 1989.

12

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

There is a service contract entered into between the Company and Ms. Xu, Ms. Xu is entitled to a director’s fee of HK$960,000 per annum which is determined with reference to her experience and responsibilities with the Company.

Save as disclosed above, Ms. Xu did not hold any position with the Company or any of its subsidiaries, nor any directorships in listed public companies in the last three years. Ms. Xu is not related to any Director, senior management or substantial or controlling shareholder of the Company. As at the Latest Practicable Date, Ms. Xu was beneficially interested in 1,000,000 Shares and 22,500,000 Share Options, representing 0.03% and 0.77%, respectively, of the issued share capital of the Company. Save as disclosed above, Ms. Xu did not have any interests or short positions in any Shares, underlying Shares or debentures of the Company and its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as at the Latest Practicable Date.

Independent non-executive Directors

Mr. Lam Williamson , aged 45, was appointed as an independent non-executive Director on 1 January 2011. Mr. Lam is a fellow member of The Hong Kong Institute of Certified Public Accountants and a member of the CPA (Australia). He holds a Bachelor of Business Degree from Monash University, Australia and a Master of Professional Accounting Degree from the Hong Kong Polytechnic University. Mr. Lam had held directorships and senior finance positions in various listed companies in Hong Kong. Mr. Lam is currently an independent non-executive director of Lerado Financial Group Company Limited (a company listed on the Main Board of the Stock Exchange, stock code: 1225) since 20 July 2018.

Save as disclosed above, Mr. Lam did not hold any directorship in listed public companies in the last three years, and he is not related to any Director, senior management or substantial or controlling Shareholder of the Company.

There is a letter of appointment entered into between the Company and Mr. Lam. Mr. Lam is entitled to an emolument of HK$20,000 per month, which was determined based on the remuneration policy of the Company with reference to his experience and responsibilities.

As at the Latest Practicable Date, Mr. Lam was beneficially interested in 2,181,000 Shares and 1,000,000 Share Options, representing approximately 0.07% and 0.03%, respectively, of the issued Share capital of the Company. Save for the aforesaid, Mr. Lam did not have any interests or short positions in any Shares, underlying Shares or debentures of the Company and its associated corporations within the meaning of Part XV of SFO as at the Latest Practicable Date.

13

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

Mr. Wong Hoi Kuen , aged 58, was appointed as an independent non-executive Director on 9 May 2011. Mr. Wong is a practising certified public accountant in Hong Kong and a chartered accountant in the United Kingdom. Mr. Wong is a fellow member of both the Hong Kong Institute of Certified Public Accountants and the Association of Certified Public Accountants and an associate member of the Institute of Chartered Accountants in England and Wales. Mr. Wong is currently an independent non-executive director of REXlot Holdings Limited (stock code: 555) and China Information Technology Development Limited (stock code: 8178). Mr. Wong was also an independent non-executive director of China Baoli Technologies Holdings Limited (stock code: 164) from 13 February 2006 to 16 July 2018. The shares of above companies are listed on the Stock Exchange.

Save as disclosed above, Mr. Wong did not hold any directorship in listed public companies in the last three years, and he is not related to any Director, senior management or substantial or controlling Shareholder of the Company.

There is a letter of appointment entered into between the Company and Mr. Wong. Mr. Wong is entitled to an emolument of HK$20,000 per month, which was determined based on the remuneration policy of the Company with reference to his experience and responsibilities.

As at the Latest Practicable Date, Mr. Wong was beneficially interested in 2,181,000 Shares and 1,000,000 Share Options, representing approximately 0.07% and 0.03%, respectively, of the issued Share capital of the Company. Save for the aforesaid, Mr. Wong did not have any interests or short positions in any Shares, underlying Shares or debentures of the Company and its associated corporations within the meaning of Part XV of SFO as at the Latest Practicable Date.

There is no other matter that needs to be brought to the attention of the Shareholders in respect of the re-election of the above Directors and there is no information relating to the above Directors which is required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules.

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DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

Recommendations of the Nomination Committee with respect to the Independent non-executive Directors subject to re-election at the AGM

The Board has adopted a nomination policy which aims to:

• (i) sets out the criteria and process in the nomination and appointment of directors;

• (ii) ensure that the Board has a balance of skills, experience and diversity of perspectives appropriate to the Company; and

• (iii) ensure the Board continuity and appropriate leadership at Board level.

The Nomination Committee evaluates the optimal composition of the Board and considers the Company’s demand for Directors, taking into account the agreed strategies and objectives of the Company. In identifying individuals suitably qualified for appointment to the Board, the Nomination Committee may consider the nominations of candidates from the members of the Board and it may also put forward candidates who have not been so nominated.

The Nomination Committee shall consider the following criteria in evaluating and selecting candidates for directorships:

• character and integrity;

• qualifications including professional qualifications, skills, knowledge and experience and diversity aspects under the board diversity policy of the Company that are relevant to the Company’s business and corporate strategy;

• any measurable objectives adopted for achieving diversity of the Board;

• requirement for the Board to have independent Directors in accordance with the Listing Rules and whether the candidate would be considered independent with reference to the independence guidelines set out in the Listing Rules;

• any potential contributions the candidate can bring to the Board in terms of qualifications, skills, experience, independence and gender diversity;

• willingness and ability to devote adequate time to discharge duties as a member of the Board and/or Board committee(s) of the Company; and

• any other perspectives that are appropriate to the Company’s business and succession plan and where applicable, may be adopted and/or amended by the Board and/or the Nomination Committee from time to time for nomination of Directors and succession planning.

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DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

The Nomination Committee will review information about the occupation, academic qualifications, post/title, detailed work experience and all concurrent posts and other information of the candidates and examine the qualifications of the candidates against the selection criteria for Directors. Following completion of the requisite evaluation, the Nomination Committee will make recommendations to the Board on the selection of candidates nominated for directorships and submit the relevant information to the Board.

The Nomination Committee has completed the abovementioned evaluation in respect of the nominations of Mr. Lam and Mr. Wong for re-election as independent non-executive Directors. The Nomination Committee is of the view that Mr. Lam and Mr. Wong would bring to the Board their own perspectives, skills and experience, and can contribute to the diversity of the Board, in particular, with their education background and professional qualification and as further described in their biographical information.

In addition, the Nomination Committee had assessed and reviewed the written confirmations of independence of Mr. Lam and Mr. Wong based on the independence criteria as set out in Rule 3.13 of the Listing Rules and is satisfied that they are independent in accordance with Rule 3.13 of the Listing Rules.

The Board, with the recommendation of the Nomination Committee, has nominated Mr. Lam and Mr. Wong for re-election as independent non-executive Directors at the AGM.

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NOTICE OF AGM

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 223)

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ AGM ”) of the shareholders of Elife Holdings Limited (the “ Company ”) will be held at Unit 806, Level 8, Core D, Cyberport 3, 100 Cyberport Road, Hong Kong, on Wednesday, 25 September 2019 at 11:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To consider and approve the audited consolidated financial statements and the reports of the Directors and the auditor for the financial year ended 31 March 2019.

2. To re-elect the retiring Directors and authorise the Board to fix the respective remuneration of the Directors:

3. (a) to re-elect Mr. Zhang Yichun as a non-executive Director;

4. (b) to re-elect Ms. Xu Ying as a non-executive Director;

5. (c) to re-elect Mr. Lam Williamson as an independent non-executive Director;

6. (d) to re-elect Mr. Wong Hoi Kuen as an independent non-executive Director; and

7. (e) to authorise the Board to fix the Directors’ remuneration.

8. To re-appoint HLB Hodgson Impey Cheng Limited as the Company’s auditor and authorise the Board to fix their remuneration for the year ending 31 March 2020.

9. To consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

10. (a) “ THAT :

    • (i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which might require the exercise of such powers, subject to and in

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NOTICE OF AGM

accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) (as amended from time to time) (the “ Listing Rules ”), be and is hereby generally and unconditionally approved;

• (ii) the approval in paragraph (i) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

• (iii) the total number of shares of the Company to be allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval granted in paragraph (i) above, otherwise than pursuant to (a) a Rights Issue (as hereinafter defined), or (b) the exercise of options under any share option scheme or similar arrangement adopted by the Company for the grant or issue to the employees and Directors and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for or rights to acquire shares of the Company, or (c) an issue of shares upon the exercise of the subscription rights attaching to any warrants which may be issued by the Company; or (d) an issue of shares of the Company as scrip dividend or similar arrangement in accordance with the memorandum and articles of association of the Company, shall not exceed 20% of the total number of shares of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (iv) for the purpose of this resolution: “ Relevant Period ” means the period from the date of passing of this resolution until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

• (c) the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution of the Company in general meeting.

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NOTICE OF AGM

“ Rights Issue ” means an offer of shares of the Company open for a period fixed by the Directors to holders of shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any legal restrictions under the laws of any relevant jurisdiction, or the requirements of any recognized regulatory body or any stock exchange, in any territory outside Hong Kong).”

(b) “ THAT :

• (i) subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to purchase or otherwise acquire shares in the capital of the Company on the Stock Exchange or on any other stock exchange on which the shares of the Company may be listed and recognised by the Stock Exchange and the Hong Kong Securities and Futures Commission (the “ SFC ”) for this purpose, subject to and in accordance with all applicable rules and regulations of the SFC, the Stock Exchange or of any other stock exchange as amended from time to time and are applicable laws in this regard be and is hereby generally and unconditionally approved;

• (ii) the total number of shares of the Company which are authorised to be purchased pursuant to the approval granted in paragraph (i) above shall not exceed 10% of the total number of shares of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (iii) for the purpose of this resolution: “ Relevant Period ” means the period from the date of passing of this resolution until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

• (c) the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution of the Company in general meeting.”

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NOTICE OF AGM

(c) “ THAT

conditional upon the passing of the resolutions set out in paragraphs 4(a) and 4(b) of the notice convening the AGM, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company pursuant to the resolution set out in paragraph 4(a) of the notice convening the AGM be and is hereby extended by the addition thereto the total number of issued shares of the Company purchased or otherwise acquired by the Company pursuant to the authority granted to the Directors under the resolution set out in paragraph 4(b) above, provided that such amount shall not exceed 10% of the total number of issued shares of the Company as at the date of passing this resolution.”

By Order of the Board Elife Holdings Limited Chow Chi Fai Company Secretary

Hong Kong, 26 August 2019

Notes:

• (a) Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy needs not be a shareholder of the Company. To be valid, a form of proxy in the prescribed form together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be deposited with the Company’s share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the AGM or any adjourned meeting thereof.

• (b) In relation to the proposed resolution numbered 2 above, Mr. Zhang Yichun, Ms. Xu Ying, Mr. Lam Williamson and Mr. Wong Hoi Kuen will retire from their offices as Directors at the AGM and, being eligible, they will offer themselves for re-election. Particulars of the retiring Directors to be offered for re-election are set out in Appendix II to the Circular.

• (c) In relation to the proposed resolutions numbered 4(a) to 4(c) above, the Directors wish to state that they have no immediate plans to issue any new shares or repurchase any existing shares of the Company.

• (d) In relation to the proposed resolution numbered 4(b) above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase shares of the Company in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders of the Company to make an informed decision to vote on the proposed resolution as required by the Listing Rules are set out in Appendix I to this Circular.

• (e) As at the date of this notice, the Board comprised ten Directors, of which Mr. Zhang Xiaobin, Mr. Gao Feng, Mr. Chiu Sui Keung and Mr. Sun Qiang are executive Directors, Mr. Zhang Yichun and Ms. Xu Ying are non-executive Directors and Mr. Cheng Wing Keung, Raymond, Mr. Lam Williamson, Mr. Wong Hoi Kuen and Dr. Lam Lee G. are independent non-executive Directors.

• (f) The register of members of the Company will be closed from Friday, 20 September 2019 to Wednesday, 25 September 2019 (both days inclusive), during which period no transfer of Shares will be effected. In order to qualify for attending the Meeting, all transfers accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 19 September 2019.

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